Terms of Use

The terms and conditions stated herein (collectively, the “Terms of Use” or the “Agreement”) constitute a legal agreement between you (“you”, “You” or the “User”) and DESKPASS CORPORATION (“Deskpass”, the “Company”, “us”, ”we”, or “our”), and govern the use of the website (the "Site"), any Deskpass mobile device software applications (the "Application"), and any related services (together with the Site and Application, the "Service") made available by Deskpass at www.deskpass.com. By accessing, using or participating in the Service, you agree to be bound by these Terms of Use. We may modify, add, or delete portions of these Terms of Use, including the pricing terms, at any time. If you do not agree to these Terms of Use, you must cease using the Service. If we change these Terms of Use, we will post a notice that we have made changes to these Terms of Use on the Site for at least 7 days after the changes are posted and will indicate at the bottom of the Terms of Use the date these terms were last revised. Any revisions to these Terms of Use will become effective on the earlier of (i) the end of such 7-day period or (ii) the first time you access or use the Service after such changes have been posted. If you do not agree to abide by these Terms of Use, you are not authorized to use, access or participate in (or continue to use, access or participate in) the Service.

IF YOU ARE A RESIDENT OF THE UNITED STATES OR ACCESS OR USE THE SERVICE IN THE UNITED STATES, BY ACCEPTING THESE TERMS, YOU ARE AGREEING TO THE ARBITRATION AGREEMENT (UNLESS YOU FOLLOW THE OPT-OUT PROCEDURE) AND CLASS ACTION WAIVER DESCRIBED IN THE SECTION TITLED “ARBITRATION” BELOW TO RESOLVE ANY DISPUTES WITH DESKPASS.

These Terms of Use include a general release by you of all claims for damages against us that may arise out of, in connection with, or with respect to, your use of the Service. By accessing or using the Service, you are agreeing to this general release. Some states prohibit such general releases. If your state prohibits general releases, this paragraph will not apply to you, but the remainder of these Terms of Use shall remain applicable to the maximum extent provided by law.

1. Service

In these Terms of Use, Space (“Space” or “Spaces”) refers to the Host's physical location, including entry and access areas, and any common areas, as applicable, which are reserved or accessed through the Service. Users that reserve or otherwise schedule time in a Space on the Service are referred to as Guests (“Guest” or “Guests”) and Users that offer a reservation or otherwise make available their Space through the Service are referred to as Hosts (“Host” or “Hosts”). Spaces are provided by independent third parties, the Hosts, not by the Company.

You should understand that Hosts are also required to agree to additional terms and conditions relating to the provision of services to Users; and such additional terms and conditions will be provided by the Company directly to Hosts in the course of the registration process or otherwise as determined by the Company.

THE SERVICE COMPRISES AN ONLINE PLATFORM THROUGH WHICH HOSTS MAY CREATE LISTINGS FOR SPACE , AND USERS AND GUESTS MAY LEARN ABOUT AND BOOK SPACES DIRECTLY WITH THE HOSTS, AS WELL AS MANAGE OTHER USERS WHO ARE PART OF THEIR TEAM. YOU UNDERSTAND AND AGREE THAT DESKPASS IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND GUESTS, NOR IS DESKPASS A REAL ESTATE BROKER, AGENT OR INSURER, EVEN IF GUESTS AND HOSTS USE THE SPACE LICENSE AGREEMENT (AS DEFINED BELOW) FOR THEIR AGREEMENT. DESKPASS HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS AND OTHER USERS OF THE SERVICE OR ANY SPACES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE OR THE SPACE LICENSE AGREEMENT, NO PORTION OF THE FEES WILL DEEMED TO BE COMPENSATION FOR ANYTHING OTHER THAN THE PROVISION OF THE SERVICE AND SHALL NOT BE CONSTRUED, DIRECTLY OR INDIRECTLY, AS BROKERAGE FEES.

The Service may provide Users the ability to reserve spaces through a variety of reservation and billing programs, including but not limited to pay-as-you-go, subscription, and as part of a Team (the "Team"), managed by one or more managers (the "Team Manager(s)") where invited Users are grouped into a Team account. The Team Account is subject to the same Terms as Users.

The Service enables the User to pay for space use (the “Space Reservation”) that may include hourly, daily, weekly or monthly charges (the “Space Use Charge”).

The Service may charge Users and Hosts fees for use of the Service, including subscription, reservation, service, and late fees, as communicated to User by the Service.

The service may provide subscriptions with a certain number of day pass credits per month valid between the Space’s open and closing times (“Credit” or “Credits”) to select Spaces in exchange for specified monthly membership fee (each, a “Membership” or a “Subscription”).

You understand that the Membership has a monthly cycle (the “Cycle”), and that, unless otherwise agreed, the monthly Cycle applicable to the Service begins and renews as of the monthly calendar date on which the Service was initially acquired (e.g. if You acquire Service as of the 5th of the month, the Membership will last until the end of business on the 4th of the following month). Additional terms applicable to such Membership may be detailed on the Site. Each Membership will be valid for one calendar month, and can be used only to make reservations at Spaces on days Spaces are open and have available reservations.

Deskpass may choose, at its sole discretion, to offer rollover Credit features for unused Credits, as noted in the Membership descriptions, rolling select unused Credits into the following month, transferring them during plan changes, setting caps on how many unused credits may be saved, or expiring unused credits over time. The Service does not include any guarantee of any minimum number of reservations, and Deskpass may elect to offer or rescind any of the foregoing Credits at any time..

Company may choose to offer Guest Credit features that enable You to assign a limited number of Your Credits to a Guest who will be subject to this Agreement by accepting your invitation. Guest Credits are assigned to specific persons, and may not be reassigned to another person by You or your guest.

Memberships are put on hold if the monthly fee is not paid or cannot be charged due to a billing Cycle, and any unused Credits you may have accumulated from previous subscription Cycles may not be usable by You until the billing issue is resolved and your Subscription is reinstated. Company may cancel your account and delete any unused Credits you may have accumulated after a period of time determined by Company in the course of resolving a billing issue. No refunds will be provided for unused Credits; any unused Credits are forfeited upon cancellation of Your Deskpass Membership.

If You are a company or similar entity, and You purchase a Deskpass Subscription for an employee of Yours, You agree that each such Deskpass Subscription will be assigned to a specific employee, and cannot be reassigned to any other employee. No Deskpass Subscription can be assigned to non-employees absent the specific agreement of the Company.

No refunds will be made for partial Deskpass Membership Cycles – all cancellations apply to and take effect as of the end of the applicable monthly Deskpass Membership Cycle. Deskpass Membership charges will automatically renew on a monthly basis unless terminated by the User in advance of the end of the Cycle, which prevents Membership renewal at the end of the Cycle.

2. Accounts; Registration Data; Account Security

In order to make a reservation in a Space, or to offer a reservation, or otherwise make available your Space to another User through the Service, you must register for a User account.

In connection with registering for, using or participating in the Service (whether as a Guest and/or Host), you agree to (i) provide accurate, current and complete information about you and your organization as requested by Deskpass (“Profile” and "Registration Data", respectively); (ii) maintain the confidentiality of your password and other information related to the security of your account; (iii) maintain and promptly update the Registration Data and any other information you provide to Deskpass, to keep such information accurate, current and complete; and (iv) be fully responsible for all use of your account and for any actions that take place through your account.

3. Guests

In order to be able to use the Service, Guest first needs to sign up with the Company, which you can do through the Website or through the Application. When signing up, you are obligated to provide the Company with your personal information, name, email, image, credit card data (which will be held and processed by our third party payment provider, further details of which are set out in the paragraph below and in our Privacy Policy), on occasion your mobile telephone number, and for security, users may be able to elect to scan upload their government ID to verify their identity and have access to specific Spaces. The ID verification data is kept with a separate service provider and is voluntary.

Upon successful completion of your sign-up with the Company, you will be provided with a personal account (an “Account”), accessible to you by a password of your choice. You agree to maintain accurate, complete and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Service or Spaces.

As further described in the Privacy Policy, the Company uses a third-party payment processor (the Payment Processor) to link your credit card account to the Service. The processing of payments or credits, as applicable, in connection with your use of the Service and Spaces will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to this Agreement. The Company is not responsible for any errors by the Payment Processor.

4. Hosts

Use of the Service by Hosts is also governed by our Host Terms located at www.deskpass.com/legal/host-terms (the “Host Terms”), which are incorporated into these Terms of Use by reference. By using the Service as a Host, you are agreeing to be bound by, and consent to the terms of, the Host Terms.

5. Agreements Between Guests and Hosts

By making a reservation for a Space via the Service, each Guest acknowledges and agrees that it is entering into an agreement directly with the applicable Host, the terms of which are located at www.deskpass.com/legal/space-use-license (the “Space Use License Agreement”) and which include any and all additional terms, conditions and policies provided by the Host relating to the use of such Space, including building security procedures, IT access and use procedures, maximum occupancy limitations and other terms or procedures provided by the Host (the "House Rules” and, together with the Space Use License Agreement, as applicable, the “Space License Agreement”).

The following terms shall apply to all Service Terms, specifically also the Space Use License Agreement, in accordance with the applicable Registration Data, Profile, Space, Guest, and Host.

For Reservations:

• the “Agreement Time” shall mean the date and time the reservation is booked through the Service;

• a “Minimum Fee” may apply;

• the “Host” shall mean the Host and the Host’s email and address shall have the values set by the Host in the Host’s Profile as of the Agreement Time;

• "You" or “Guest” shall mean the Guest and the Guest’s email and address shall have the values set by the Guest in the Guest’s Profile as of the Agreement Time;

• the “Space” shall be the space the Guest reserves by making a reservation through the Service;

• the “Maximum Occupancy” shall be the value set by the Host in the Profile for the Space as of the Agreement Time;

• the “Building” shall be the Building in which the Space is located as set by the Host in the Profile for the Space as of the Agreement Time;

• the “Term” shall be the term of the reservation specified by the Guest and authorized by the Host;

• the “Desk, Meeting, And Office Fee(s)” shall be set by the Host in the Profile for the Space as of the Agreement Time;

• Deskpass may charge Users and Hosts a “Service Fee(s)” for providing the Service and for processing reservations and charges, as well as late fees for past due balances, as communicated to You through the Service and as set forth in the Host Onboarding Terms;

• the Subscription, Desk, Meeting, And Office Fee(s), Service Fees, and late fees together shall be the “Fees”;

In the event of any conflict between the Space License Agreement and these Terms of Use, these Terms of Use shall govern and control.

While Deskpass is not a party to the Space License Agreement between a Guest and a Host, a Guest’s use of the Service is dependent upon such Guest’s compliance with the Space License Agreement. Consequently, as a Guest, you agree to abide by, and cause your employees, agents, guests, invitees, contractors, directors, shareholders, members and representatives to abide by, the Space License Agreement. In the event of any conflict between the terms and conditions of the House Rules and the Space Use License Agreement, as applicable, the terms set forth in the House Rules shall control. Any acknowledgement and acceptance of the Space License Agreement, as well as of any applicable House Rules, by a Guest as a part of making a reservation establishes an agreement directly between the Guest and the applicable Host. The Hosts, not Deskpass, are solely responsible for honoring any confirmed reservation and making available any Spaces reserved through the Service. Guests, and not Deskpass, will be responsible for complying with the applicable Space License Agreement and performing their obligations under any such agreements. Deskpass is not a party to those agreements, and Deskpass disclaims any and all liability arising from, related to or in connection with any such agreements. Deskpass does not act as an insurer or as a Guest’s or Host’s real estate broker.

Deskpass may, but has no obligation to, monitor disputes between you and any other Users relating to the Service.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Deskpass IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH YOUR TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS WITH ANY OTHER USERS, GUESTS, HOSTS INCLUDING ANY SPACE LICENSE AGREEMENTS THAT YOU ENTER INTO. Deskpass DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS BY HOSTS OR IN ANY COLLECTIONS (AS DEFINED BELOW), OR THE CONDITION, LEGALITY OR SUITABILITY OF ANY SPACES. YOU HEREBY RELEASE Deskpass FROM ANY AND ALL CLAIMS, CAUSES OF ACTIONS, OBLIGATIONS OR LIABILITIES ARISING FROM RELATING TO, OR IN CONNECTION WITH ANY SUCH TRANSACTIONS, COMMUNICATIONS AND INTERACTIONS, INCLUDING ANY SPACE LICENSE AGREEMENTS THAT YOU ENTER INTO, LISTINGS ON THE SITE, COLLECTIONS SENT TO YOU BY ANOTHER USER AND THE QUALITY, HABITABILITY, CONDITIONS OR SUITABILITY OF ANY SPACE.

You hereby acknowledge that you are aware of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

With full awareness and understanding of the above provisions, you hereby waive any rights you may have under Section 1542, as well as under any other statutes or common law principles of similar effect.

6. Payment

You agree to the Fees and charges and other pricing terms applicable to your use of the Service as specified in these Terms of Use and as otherwise communicated to you through the Service, including any applicable Service Fees. All Fees and charges paid by Users in connection with the Service are non-refundable, except as expressly stated otherwise in these Terms of Use. Deskpass may change the Fees and Service Fees at any time in its sole discretion.

You are responsible for paying all applicable taxes associated with your use of the Service.

In exchange for your use of the Service, you agree that Deskpass will process payments on your behalf and be the Host’s limited payment collection agent, and the Fees paid shall be considered the same as a payment made directly to the Host.

For Memberships, Deskpass will process payment for the monthly fee on the first day of the Cycle.

For Space Reservations, Deskpass will process payment for the applicable reservation within 2 hours after the reservation ended. You will be charged the Fees for the total time reserved, as set forth in the offering for the Space. Any changes you make to your reservation after it is made may result in an adjustment to the Fees for the reservation subject to the Cancellation Terms (defined below). In the event you use the Space for longer than the amount of time you booked for your reservation, the applicable Host may adjust the Space Use Charge for your reservation based on your actual use of the Space. If you believe a change to your Space Use Charge made by a Host was in error, you may request a refund by providing notice to Deskpass through the Service. Deskpass may provide you a full or partial refund, after a thorough review with the Host, as determined at Deskpass’s sole discretion. Additionally, any associated Fees may also be partially or fully refunded solely at Deskpass discretion.

Upon any change to a payment method or each reservation request, Deskpass may seek authorization of Your selected payment method via credit card or bank authorization to verify Your payment method, ensure the reservation cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce Your available credit by the authorization amount until your bank’s next processing Cycle. Should the amount of our authorization exceed the total funds on deposit in Your account, You may be subject to overdraft of NSF charges by the bank issuing Your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

7. Credit Card Information and Charge Processing

Payment details you provide will be encrypted using secure sockets layer (SSL) technology before they are submitted over the internet. Payments made on the Service are made through our payment gateway provider, Stripe, Inc. (www.stripe.com). You will be providing credit or debit card information directly to Stripe which operates a secure server to process payment details, encrypting your credit/debit card information and authorizing payment. Information which you supply to Stripe is not within our control and is subject to Stripe's own privacy policy and terms and conditions. Deskpass access to credit card information and payments are limited to the access described in the Privacy Policy.

Credit card payment processing services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms and/or by using any credit card processing services via the Service, User agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.

Guest must maintain a valid credit card on file in order to maintain a Deskpass Membership and use the Service. By providing such information and using the Service, User understands and agrees that Deskpass (and/or the third party service provider, as applicable) may process charges for payments so initiated by the User in accordance with the Fees and rates that are then in effect.

Each User will indemnify, defend, and hold Deskpass harmless from any breach of credit or debit card processing and/or issuing agreements, and/or violation of applicable law.

8. License Agreement

Deskpass may use temporary authorized holds on your credit card to verify your payment method. When you create a Deskpass account, update your payment method, or make a reservation, you may see a pending transaction on your payment method, an Authorization Hold. This is not an extra charge, it’s a temporary authorization hold used to verify your payment method. The hold will never actually process, but may show up as "pending" on your bank statement. If you see a pending amount, it will be removed by your card issuer, usually within 3-5 business days, and your card will never actually be charged. Once your card is successfully charged, Deskpass immediately releases the hold. Please contact your bank for more information about their authorization timeframes and policies.

If you are a Host, you acknowledge that Deskpass accepts payments from Guests as a limited collection agent for the Host and that Deskpass’s obligation to pay the Host is subject to and conditional upon successful receipt of the associated payments from Guests. Deskpass does not guarantee payments to Hosts for amounts that have not been successfully received by Deskpass from Guests.

Deskpass may collect a Deposit on behalf of the Host and hold it for the benefit of the Guest and Host during the term of the reservation pursuant to the terms and conditions of the Space License Agreement.

Any reservations that are cancelled by the Guest or by the Space at the Guest's request are subject to the Cancellation Terms.

9. Cancellation Terms

Cancellations of any Space License Agreement shall be governed by the terms and conditions of the Space License Agreement (the "Cancellation Terms").

10. Privacy

Use of the Service is also governed by our Privacy Policy, a copy of which is located at www.deskpass.com/legal/privacy (the “Privacy Policy”). By using the Service, you are consenting to the terms of the Privacy Policy.

11. Proprietary Rights in Site Content; Limited License

All content on the Site and otherwise available through the Service, including User Content, designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of Deskpass. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, reverse engineered, decompiled, disassembled or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Use. Users may access and use the Service and the Site Content and download or print a reasonable number of copies of portions of the Site Content to which the User has properly gained access (a) solely for the User's personal, non-commercial use, or (b) solely for the purpose of referring third parties to the Service or for compiling a collection of Space listings via the Service (a “Collection”), provided in each case that the User maintains all Deskpass copyright or other proprietary notices on all copies of such Site Content.

Except for your own User Content or for use in a Collection, you may not publish or otherwise distribute Site Content, including via the Internet or any intranet or extranet site, or incorporate the Site Content in any other database or compilation (other than in a Collection). You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Site Content. Any use of the Site or the Site Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to use of the Service and the Site Content granted herein. All rights of Deskpass or its licensors that are not expressly granted in these Terms of Use are reserved to Deskpass and its licensors.

12. User Content Posted on the Service

You may be able to display certain information on designated portions of the Site or otherwise through the Service regarding You or Your company or organization including, if You are a Host, Your Space (a "Profile"). Your Profile will display to other Users certain of Your Registration Data and other content about You or Your company or your organization including, if You are a Host, Your Space, that you upload or otherwise provide to Deskpass for use in Your Profile (collectively the "Profile Content"). You agree to provide accurate and current information in Your Profile and to promptly update the Profile Content to keep it accurate and current.

You are solely responsible for the Profile Content, messages, notes, text, information, offerings, images, links and any other content that You upload, publish, display or otherwise provide to Deskpass for display (hereinafter, "post") on or through the Service, or transmit to or share with other Users or to third parties via the Service (collectively, "User Content"). You may not post, transmit, or distribute User Content that you did not create or that you do not have permission to post.

For Site and Application curating purposes, you agree that Deskpass may edit the Host Profile content, and supplement or replace Profile images. Before doing so, Deskpass will request permission at the Host’s contact email in your profile, which permission may not be unreasonably denied or delayed. Deskpass will not post, transmit, or distribute User Content that Deskpass did not create or that Deskpass does not have permission to post.

You understand and agree that Deskpass may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that Deskpass believes violates these Terms of Use. Deskpass has no backup or storage obligations regarding User Content. You are solely responsible at Your sole cost and expense for creating backup copies and replacing any User Content You post or store on the Site or provide to Deskpass.

Deskpass does not verify the accuracy, completeness, reliability or authenticity of any User Content, including any Space descriptions or Space availability information provided by Hosts, and makes no representations or warranties with respect to any User Content.

When You post User Content to the Site, you grant to Deskpass an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute such User Content. Subject to the rights granted to Us in these Terms of Use, You retain ownership of your User Content.

13. Trademarks

"Deskpass" is a trademark of Deskpass Corporation "Deskpass", and together with the other graphics, logos, designs, page headers, button icons, scripts and service names on the Site are the trademarks or trade dress of Deskpass in the U.S. and other countries ("Deskpass Marks"). You may not use the Deskpass Marks, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that Deskpass endorses any product or service. You may not reproduce or use the Deskpass Marks without the prior written permission of Deskpass.

14. User Conduct

You agree not to do any of the following in connection with Your use of the Service and to otherwise use the Service in compliance with these Terms of Use.

• use automated scripts to collect information from or otherwise interact with the Service;

• use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Service;

• impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from Deskpass;

• upload, post, transmit, distribute or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other prohibited form of solicitation;

• upload, post, transmit, distribute, store or otherwise make publicly available on the Service any private information, including any personally identifiable information or personal data, of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers, unless expressly requested by your invitee, in which case you may provide your invitee’s name and email to the Service on the designated Application page in order for the Service to facilitate invitations that you initiate through the Service;

• interfere with or damage the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

• intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

• upload, post, transmit, distribute or otherwise make available any material which does or may infringe any copyright, trade mark or other intellectual property rights of any other person;

• upload, post, transmit, distribute or otherwise make available any material which is defamatory of any person, obscene, offensive, hateful or inflammatory;

• upload, post, transmit, distribute, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense;

• use or attempt to use another's account, service or system without authorization from Deskpass, or create a false identity on the Service;

• use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service, such as trading reviews with other Users or writing or soliciting shill reviews;

• use the Service in a manner that violates any law (including the CAN-SPAM Act of 2003) or otherwise conduct illegal activities in connection with your use of the service

• upload, post, transmit, distribute, store or otherwise make available any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or

• upload, post, transmit, distribute, store or otherwise make available content that, in the sole judgment of Deskpass, is objectionable or which restricts or inhibits any other person from using the Site, or which may expose Deskpass or its users to any harm or liability of any type.

15. No High Risk Use

You may not use the Service in any situation where failure or fault of any kind of the Service could lead to death or serious bodily injury of any person, or to physical or environmental damage ("High Risk Use"). High Risk Use is STRICTLY PROHIBITED, and Deskpass expressly disclaims any liability that may result from Your High Risk Use of the Service or any Space, to the extent permitted under applicable law. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices under the Federal Food, Drug and Cosmetic Act.

16. Additional Representations and Warranties

In addition to any other representations and warranties in these Terms of Use, you represent and warrant that:

• the User Content and all other content submitted to the Service through Your account or otherwise posted, transmitted, or distributed by You on or through the Service: (i) does not violate or infringe upon the rights of any third party (including copyright, trademark, privacy, publicity or other personal or proprietary rights), (ii) does not contain libelous, defamatory or otherwise unlawful material, (iii) is truthful and accurate, and (iv) is not materially misleading or fails to include any statement necessary to make such material not misleading; and

• you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties.

17. Third Party Websites and Content

The Site may contain (or You may be sent through the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Deskpass. If you decide to leave the Site and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that, with respect to Third Party Sites, our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

18. Eligibility

This Service is intended solely for users who are 18 years of age or older. Any registration by, use of or access to the Service by anyone under 18 is unauthorized and in violation of these Terms of Use. By using the Service, you represent and warrant that you are 18 years of age or older.

19. Application License

Subject to the terms of these Terms of Use, Deskpass grants you a non-transferable, non-exclusive license to download, install and use one copy of the Application in object code form only on a mobile device that you own or control.

You may not derive or attempt to derive the source code of all or any portion of the Application, permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Application or any part thereof.

Deskpass and its licensors own and shall retain all intellectual property rights and other rights in and to the Application, and any changes, modifications or corrections thereto.

The following terms and conditions apply to you only if you are using an Application from the Apple App Store or Google Play. To the extent the other terms and conditions of these Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to an Application from the Apple App Store and Google Play. You acknowledge and agree that these Terms of Use are solely between you and Deskpass, not Apple or Google, and that Apple and Google have no responsibility for the Application or content thereof. Your use of the Application must comply with the App Store and Google Play Terms of Service. You acknowledge that Apple and Google have no obligation whatsoever to furnish any maintenance and support services with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple and Google, and Apple and Google may refund the purchase price, if any, for the Application to you; to the maximum extent permitted by applicable law, Apple and Google will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use. You and Deskpass acknowledge that Apple and Google are not responsible for addressing any claims of you or any third party relating to the Application or your possession and/or use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Deskpass acknowledge that, in the event of any third party claim that the Application or your possession and use of that Application infringes that third party's intellectual property rights, Deskpass, not Apple or Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the Application. You and Deskpass acknowledge and agree that Apple and Google, and Apple's and Google’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the Application, and that, upon your acceptance of the Terms of Use, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

20. Copyright Policy

Deskpass respects the intellectual property rights of others and expects Users of the Service to do the same. Deskpass complies with the federal Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office Website at http://www.copyright.gov/legis.... We will respond to notices of alleged copyright infringement that comply with the DMCA and other applicable law and are properly provided to us.

If you believe that any User Content has been copied or used in a way that constitutes copyright infringement, please provide us with the following information:

• a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

• identification of the copyrighted work claimed to have been infringed;

• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

• your contact information, including your address, telephone number, and an email address;

• a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you believe that your User Content that was removed after we received a notice of copyright infringement is not actually infringing, or that you have the necessary rights to post your User Content, please send us a counter-notice containing the following information:

• your physical or electronic signature (with your full legal name);

• identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled;

• a statement that you have a good faith belief, under penalty of perjury, that the User Content was removed or disabled as a result of mistake or a misidentification of the User Content; and

• your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement.

If we receive a counter-notice, we may send a copy of the counter-notice to the person alleging copyright infringement and inform that person that we may replace the removed User Content in ten business days. Unless the original person alleging copyright infringement files an action seeking a court order against the User Content Host, member or User, the removed User Content may be replaced, in 10 to 14 business days or more after receipt of the counter-notice, at Deskpass’s sole discretion.

Filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.

We reserve the right to remove User Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, Deskpass may also terminate a User's account if the User is determined to be a repeat infringer.

21. Disclaimers

Deskpass is not responsible or liable in any manner for any User Content or Third Party Content posted on the Site or displayed in connection with the Service, including but not limited to the accuracy of any Space descriptions, Space availability information, Host material, or Guest information. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post, transmit or distribute on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. Deskpass is not responsible for the conduct, whether online or offline, of any User, including any Guest's non-compliance with any terms, conditions and policies relating to the use of any Space. The Service may be temporarily unavailable from time to time for maintenance or other reasons. Deskpass shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, User communications or any other content made available via the Service. Under no circumstances will Deskpass be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any use of Spaces, products or services provided by Users.

DESKPASS PROVIDES THE SERVICE, INCLUDING ALL CONTENT THEREIN, TO HOSTS AND GUESTS "AS IS," “WHERE IS,” AND “AS AVAILABLE.” EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, DESKPASS AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE AND THE SPACES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. DESKPASS CANNOT GUARANTEE AND DOES NOT PROMISE TO HOSTS AND GUESTS, AND HOSTS CANNOT GUARANTEE AND DO NOT PROMISE TO GUESTS, ANY SPECIFIC RESULTS FROM USE OF THE SERVICE OR A SPACE. DESKPASS FURTHER CANNOT GUARANTEE THAT THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK. IN NO EVENT WILL DESKPASS BE LIABLE FOR LOSS OF ANY OF YOUR CONTENT OR OTHER DATA.

YOU AGREE THAT DESKPASS HAS NO SPECIAL RELATIONSHIP WITH, OR FIDUCIARY DUTY TO YOU. YOU ACKNOWLEDGE THAT DESKPASS HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: (I) WHICH INDIVIDUALS, COMPANIES OR OTHER ENTITIES GAIN ACCESS TO OR USE THE SERVICE; (II) THE CONTENT THAT YOU MAY ACCESS VIA THE SERVICE; (III) THE EFFECT THE CONTENT MAY HAVE ON YOU; (IV) HOW YOU OR OTHER INDIVIDUALS MAY INTERPRET OR USE THE CONTENT; OR (V) THE ACTIONS YOU OR OTHER USERS OR PROVIDERS MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT. THE SERVICE MAY CONTAIN, OR MAY CONTAIN LINKS TO SERVICES CONTAINING, INFORMATION THAT SOME PEOPLE MAY FIND OFFENSIVE OR INAPPROPRIATE.

WITHOUT LIMITING THE FOREGOING, DESKPASS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE, CONTENT OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; DESKPASS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ANY SPACE RESERVATION WILL MEET YOUR REQUIREMENTS; THAT ANY SPACE MEETS APPLICABLE LEGAL STANDARDS AND IS SAFE AND SUITABLE FOR YOUR INTENDED USE; AND DESKPASS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USER’S USE OF THE SERVICE IS SOLELY AT USER’S OWN RISK. IN NO EVENT WILL DESKPASS BE LIABLE FOR LOSS OF ANY OF YOUR CONTENT OR OTHER DATA.

THE DISCLAIMERS SET FORTH ABOVE IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SOME STATES MAY NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES OR HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR MAY BE LIMITED BY ACTION OF LAW. IN SUCH EVENT, YOU AGREE THAT THE DESKPASS’ LIABILITY WILL BE THE LOWEST LIABILITY ALLOWABLE UNDER APPLICABLE LAW.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): DESKPASS MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SERVICE OR ANY WEBSITE LINKED TO THE SERVICE. DESKPASS WILL NOT BE LIABLE FOR THE PRIVACY OF EMAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT STORED ON DESKPASS’S EQUIPMENT, TRANSMITTED OVER NETWORKS ACCESSED BY THE SERVICE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE SERVICE.

22. Limitation on Liability

IN NO EVENT WILL DESKPASS OR ITS SUPPLIERS, OR THEIR DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE SERVICE, ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SERVICE, OR A GUEST'S USE OF A SPACE, EVEN IF DESKPASS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DESKPASS BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS OR DISPUTES BETWEEN A GUEST AND A HOST. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DESKPASS’S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DESKPASS FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

23. Company not Responsible for Actions of Providers or Third Parties; Waiver

Deskpass shall not be liable to You or any third party for any claim or liability of any kind that arises from Users’ interactions with any Hosts or with any other third party organizations and/or individuals found on or through the Service. This includes, but is not limited to, any claim or liability arising from or associated with: The ability of Users to access a Host’s facilities; the conditions at or the use of a Host’s facilities; any services, food, or other aspects or features of a Host’s facilities; the delivery of goods and services in general, the content or subject matter found on the Service or any website, and any other terms, conditions, warranties or representations associated with listings on the Service. In addition, Deskpass shall not be liable for any damage or loss of any kind caused by Users when such Users access or use any Space or associated facilities.

You understand that Deskpass is not a Host, and that Deskpass is not responsible for the quality or security of Space(s) or services provided by Hosts. By using the Service and/or by accessing any Space(s) You acknowledge and agree, on behalf of yourself, your heirs, personal representatives and/or assigns that you are aware of, and that You expressly assume, any and all of the risks associated with using the Service and accessing Space(s), which may include, but are not limited to, property damage, illness and bodily injury or death. Hosts, not Deskpass, are responsible for maintaining applicable ADA compliance and update their ADA status on their profile hosted within Deskpass’s Service platform.

Users agree that their sole recourse for any loss, damage, harm or claim (collectively, “Claim”) as described in the previous paragraph will be against the applicable Host(s) or applicable third party(s), and hereby waive any recourse against the Deskpass for such Claims.

Hosts agree that their sole recourse for any Claim of any kind caused by or arising from Users’ access to or use of Spaces (or Host’s facilities in general) will be against such User(s) or applicable third party(s); and further, Hosts hereby waive any recourse against Deskpass for any such Claims.

Deskpass is and will be under no obligation to become involved in disputes between Users and Hosts or other third parties. In the event of a dispute of any kind that arises between a User and a Host or other third party (including but not limited to claims based on business losses, damage to individuals or property, personal injury, and any other loss, damage or claim), You hereby waive and release Deskpass, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Deskpass’s Website(s) and/or Service.

AS A CONDITION OF THE USE OF THE SERVICE, YOU, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY RELEASE, INDEMNIFY, AND HOLD HARMLESS DESKPASS, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY FOR ANY CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES OF ANY KIND THAT MAY ARISE OUT OF OR IN ANY WAY ARE RELATED TO YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THOSE ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH, DESKPASS'S ROLE AS A LIMITED COLLECTION AGENT ON BEHALF OF HOST.

24. Limitation of Liability - Australian Consumer Law

If you are a "consumer" for the purposes of the Australian Consumer Law, certain guarantees may be conferred on you and certain rights and remedies may be conferred on you which cannot be excluded, restricted or modified. If so, then to the maximum extent permitted by law, Deskpass's liability to you under the Australian Consumer Law is limited at Deskpass's option to: (i) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and (ii) in the case of services, resupply of the services or payment of the cost of re-supplying the services.

25. Termination

Deskpass may terminate or suspend your account or ability to use the Service, in whole or in part, without notice in the event that (i) you violate these Terms of Use, the Space License Agreement (including any applicable House Rules) or violate any other rules that govern the use of the Service, (ii) your conduct may harm Deskpass or others or cause Deskpass or others to incur liability, (iii) you receive negative feedback from other Users, or (iv) as otherwise determined by Deskpass in its sole discretion. If we terminate or suspend your account or ability to use the Service, (a) any pending or accepted future reservations as either Guest or Host will be immediately terminated; (b) we may communicate to your Guests or Hosts that such reservations have been canceled; (c) for Hosts, we may refund your Guests in full for any and all confirmed reservations; and (d) you will not be entitled to any compensation for reservations that were canceled as a result of a suspension or termination of your account.

Deskpass may modify the Service, and all content, software and other items used or contained in the Service, at any time. References on the Service to any companies, organizations, products, or services, or other information do not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Deskpass.

Hosts may terminate their Deskpass account at any time by providing Deskpass with notice of termination via email sent to [email protected]. Your access to, use of, or participation in the Service, including any content therein, may be prevented by Deskpass at any time after your termination of your account. Notwithstanding anything herein to the contrary, upon termination of your account, Deskpass will remove your Profile and cease displaying your Profile Content, including your Space listings if you are a Host and your Collections, on or through the Service.

Guests may terminate this Agreement at any time by deleting the Application from your device, ceasing all use of the Service and requesting Deskpass to cancel your Membership or account via email sent to [email protected].

26. Governing Law; Arbitration

THIS SECTION INCLUDES AN ARBITRATION AGREEMENT AND AN AGREEMENT THAT ALL CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY (AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING). PLEASE READ IT CAREFULLY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.

27. Informal Process First

You agree that if you have any dispute with Deskpass relating in any way to these Terms of Use or from access to or use of the Service, you will first contact us and attempt to resolve the dispute with us informally.

28. Arbitration (“Arbitration Agreement”)

If we are unable to resolve the dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, in connection with or relating to these Terms of Use by binding arbitration. If you are an individual you may opt out of this Arbitration Agreement within 30 days of the first of the date you access or use the Service by following the procedure described below.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Deskpass are each waiving the right to a trial by jury or to participate in a class action, to the maximum extent permitted by law. This Arbitration Agreement will survive any termination of these Terms of Use.

If you intend to seek arbitration, after following the informal dispute resolution procedure, you must first send written notice to Deskpass of your intent to arbitrate (“Notice”). The Notice to Deskpass should be sent by emailing the Notice to [email protected].

The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The arbitration will be administered by the International Institute for Conflict Prevention and Resolution (“CPR”) under the CPR Rules for Administered Arbitration by a single arbitrator. The arbitration will be conducted in the County of Cook, State of Illinois, United States.

Each party will be responsible for paying any CPR, administrative and arbitrator fees (other than the initial filing fees) in accordance with CPR Rules, except that Deskpass will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

If you do not want to arbitrate disputes with Deskpass and you are an individual, you may opt out of this Arbitration Agreement by sending an email to: [email protected] within 30 days of the first of the date you access or use the Service.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS GUEST IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND DESKPASS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the entirety of this Arbitration Agreement will be null and void.

If for any reason a claim proceeds in court rather than in arbitration, the dispute will be governed exclusively and irrevocably by the laws of the State of Illinois and the FAA without regard to or application of its conflict of law provisions or your state or country of residence, and will be brought solely in the federal or state courts located in Cook County, Illinois, United States. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

29. Indemnity

You agree to indemnify and hold Deskpass harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of, related to, or in connection with any User Content you post or distribute on or through the Service, your use of or participation in the Service, your interactions with other Users of the Service, and any violation of these Terms of Use, the Space License Agreement, the Host Terms or of any law or the rights of any third party. Deskpass reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Deskpass in asserting any available defenses and will remain financially responsible for such liability.

30. General

These Terms of Use, the Host Terms, and the Privacy Policy constitute the entire agreement between you and Deskpass regarding the use of the Service and supersede any prior agreements between you and Deskpass relating to your use of the Service. The failure of Deskpass to exercise or enforce any right or provision of these Terms of Use, or the Host Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use or the Host Terms is determined to be unlawful, void or for any reason unenforceable, such determination shall not affect the validity and enforceability of any of the remaining provisions. You may not assign, transfer or delegate in any manner these Terms of Use or the Host Terms or the rights and obligations hereunder or thereunder to any third party.

31. International and Other Jurisdictions

Accessing the Service is prohibited from territories where such content of service is illegal. If You access the Service from other locations, You do so at Your own initiative and risk and are responsible for compliance with local laws.

32. Electronic Delivery/Notice Policy and Consent

By using the Service, You consent to receive from Deskpass reasonable communications including notices, agreements, legally required disclosures or other information in connection with the Service (collectively, "Contract Notices") electronically. Deskpass may provide such electronic Contract Notices by posting them on the Service. If You desire to withdraw Your consent to receive Contract Notices electronically, You must discontinue Your use of the Service.

33. Integration and Severability

This Agreement between You and Deskpass with respect to the Service supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Deskpass with respect to the Service. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

34. Miscellaneous

Deskpass shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Deskpass’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including ‘line-noise’ interference). The terms of the Agreement are personal to You, and are not assignable, transferable or sublicensable by You except with Deskpass's prior written consent. Deskpass may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. No forbearance or failure by Deskpass to enforce any right hereunder shall be deemed a waiver thereof or an amendment to this Agreement. No action by a Host or statement by any person other than the President of Deskpass shall operate to amend the terms of this Agreement. To the extent there is an inconsistency between the Terms of Service and the Privacy Policy, the Terms of Service shall govern.

35. Terms & Policies Summary

A summary of Deskpass legal docs is available at https://www.deskpass.com/legal....

36. Last Revised

We published this Terms of Use as of July 1, 2023.